National Library of Scotland Scheme of Delegation

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1 National Library of Scotland Scheme of Delegation Contents 1. Introduction Purpose The functions of the National Library of Scotland The wider policy framework for NLS The role of the Board The role of the Chair The role of the Chief Executive Further delegation The role of Accountable Officer The role of Vice-Chairs The role of individual Board members The role of committees... 1

2 1. Introduction 1.1 Purpose The Scheme of Delegation sets out the authority delegated by the Board of the National Library of Scotland (NLS) to its Chair, Chief Executive, Vice-Chair, and Board committees. It sets out how governance and high-level decision-making operate within the Library. It is not a comprehensive description of individual roles and responsibilities across the Library's senior management team. The Scheme of Delegation should be read in the context of, and in conjunction with, the statutory framework for the Library, namely: National Library of Scotland Act (2012), Charities and Trustee Investment Scotland Act (2005), Legal Deposit Libraries Act (2003) and the regulatory framework set by the Office of the Scottish Charity Regulator (OSCR). It should also be read in relation to the operating context for non-departmental public bodies ('Framework document between the Scottish Government and the National Library of Scotland' [2015 version]); and the national policy context set out by the Scottish Government in 'Scotland performs' and the National Outcomes to which the Library makes an important contribution. 1.2 The functions of the National Library of Scotland The National Library of Scotland Act 2012 (the Act) sets out the functions of the Library. It is available here: 1.3 The wider policy framework for the Library The strategic direction of the Library, including its relationship with the Scottish Ministers, the setting of key objectives and the handling of exceptional situations and circumstances are matters reserved to the Board. Operational management of the Library is delegated to the Chief Executive as Accountable Officer in line with the strategic, planning and budgetary parameters and risk management strategy approved by the Board. 2. The role of the Board The role of the Board is to ensure the Library delivers its statutory functions effectively and efficiently. It has corporate responsibility, under the leadership of the Chair, for the following reserved matters: Setting the overall strategic direction of the Library, approving Corporate, Capital and Business plans, loan agreements, the Treasury Management and Investment Policy and annual budgets To monitor progress in relation to delivering the Corporate Plan, and review regular financial information concerning the management and performance of the Library To approve significant capital and revenue expenditure. In this context significant is defined as proposals to spend over 250,000 on capital items, 1,000,000 on revenue contracts over a three year period and all major projects To ensure that effective arrangements are in place to provide assurance on risk management, governance and internal control, including the establishment of an Audit Committee Appointing the Chief Executive and setting appropriate performance objectives for 2

3 him/her To monitor the performance of the Chief Executive and hold him/her to account for delivery against agreed plans and budgets Promoting the efficient, economic and effective use of staff and other resources consistent with the principles of Best Value, and ensuring that effective arrangements are in place so that the Library acts in accordance with the priorities set out in the Scottish Government's 'Statement of corporate expectations for non-departmental public bodies' Taking into account any relevant guidance issued by the Scottish Ministers Demonstrating high standards of corporate governance at all times, ensuring openness and transparency in its decision-making Fulfilling the responsibilities conferred on the Board members as trustees of a charitable organisation in accordance with OSCR requirements Fulfilling its role as the employer of the Chief Executive and staff as set out in section 6 of Schedule 1 of the National Library of Scotland Act 2012 Authorising functions to be delegated to the Chief Executive, staff or committees as set out in Schedule (1) (9) of the National Library of Scotland Act The role of the Chair The Chair is accountable to the Scottish Ministers and, in common with any individual with responsibility for devolved functions, may also be held to account by the Scottish Parliament. Communications between the Library Board and the Scottish Ministers should normally be through the Chair. He or she is responsible for ensuring that the Library's policies and actions support the Scottish Ministers' wider strategic policies and that its affairs are conducted to the highest standards. In leading the Board the Chair: Ensures the work of the Board is subject to regular self-assessment and that it is working effectively Line manages the Chief Executive and monitors his/her performance Chairs Board meetings and determines the nature of formal votes by the Board; and exercises a casting vote when necessary Regularly reviews the balance of skills on the Board appropriate to directing Library business, in accordance with recognised good practice in corporate governance Ensures that Board members are fully briefed on terms of appointment, duties, rights and responsibilities Receives, together with the other Board members, induction training, including on financial management and reporting requirements and, as appropriate, on any differences that may exist between private and public sector practice Ensures that the Scottish Ministers are advised of the Library's needs when Board vacancies arise Ensures that there is a Code of Conduct for Board members in place, approved by the Scottish Ministers Takes urgent or emergency decisions, subject to ratification at the next Board meeting. The Chair assesses the performance of individual Board members on a continuous basis 3

4 and undertakes their formal annual appraisals. The Chair, in consultation with the Staffing and Remuneration Committee, is also responsible for undertaking an annual appraisal of the performance of the Chief Executive. 4. The role of the Chief Executive The Chief Executive is employed and appointed by the Board with the approval of the Scottish Ministers. His/her role is to provide operational leadership of the National Library, ensuring that the Board's strategic aims and the Library's statutory functions are met through effective and properly controlled executive action. His/her general responsibilities include the performance, resource management, and staffing of the Library. Specific responsibilities to the Board include: Advising the Board on the discharge of its responsibilities as set out in the founding legislation and in any other relevant instructions and guidance issued by, or on behalf of, the Scottish Ministers and implementing the decisions of the Board Executing the role of Accountable Officer and where appropriate delegating specific financial responsibilities to the Head of Finance Preparing the Library's Corporate and Business plans, to ensure delivery of strategic aims and objectives agreed by the Scottish Ministers Reporting to the Board on the performance of the Library against strategic aims and objectives and financial targets Ensuring that financial considerations are taken fully into account by the Board at all stages in reaching and executing its decisions, and that appropriate financial appraisal and evaluation techniques, consistent with the Appraisal and Evaluation section of the Scottish Public Finance Manual (SPFM), are followed Ensuring that the Library adheres, where appropriate, to the Scottish Government's 'Programme and project management principles' Having robust performance and risk management arrangements consistent with the 'Risk management' section of the SPFM in place that support the achievement of NLS's aims and objectives and that facilitate comprehensive reporting to the Board, the Scottish Government and the wider public Ensuring that adequate systems of internal control are maintained by the Library, including effective measures against fraud and theft consistent with the 'Fraud' section of the SPFM Establishing appropriate documented internal delegated authority arrangements consistent with the 'Delegated authority' section of the SPFM Ensuring effective relationships with Scottish Government officials Ensuring that timely forecasts and monitoring information on performance and finance are provided to the Scottish Government; that the Scottish Government is notified promptly if over or under-spends are likely and that corrective action is taken; and that any significant problems whether financial or otherwise, and whether detected by internal audit or by other means, are notified to the Scottish Government in a timely fashion. Escalation to the Board will apply to issues involving potential: Significant effect on financial, reputational or operational risk Significant impact on service delivery or performance of the Library Significant impact on or revision to Library strategic priorities or plans 4

5 Items considered novel or precedent setting Fraud. Escalation to the Board ensures that issues of high risk or high impact are brought to its attention, so that the Board can explore issues with the Chief Executive and his/her senior executive team and to decide whether or not it needs to decide formally on a course of action. It is understood that the identification of issues for escalation relies on a degree of individual judgement on the part of the Chief Executive. 4.1 Further delegation The Chief Executive may, for the efficient management and proper operation of the Library, delegate at his/her sole discretion any of the individual responsibilities contained within this Scheme of Delegation to other employees. This further delegation of responsibilities does not release the Chief Executive from overall responsibility to the Board. The Chief Executive will bring to the Board (via the Governance Committee) a draft Scheme of Administration for approval. This Scheme of Administration will set out what matters the Chief Executive is delegating and to whom. 5. The role of Accountable Officer The Principal Accountable Officer for the Scottish Administration (the Permanent Secretary of the Scottish Government) will designate the Accountable Officer for NLS, normally the Chief Executive. Accountable Officers are personally answerable to the Scottish Parliament for the exercise of their functions, as set out in the 'Memorandum to Accountable Officers for other public bodies'. These include: Ensuring the propriety and regularity of the Library's finances and that there are sound and effective arrangements for internal control and risk management Ensuring that the resources of the Library are used economically, efficiently and effectively and that appropriate arrangements are in place to secure Best Value Ensuring compliance with relevant guidance issued by the Scottish Ministers, in particular the SPFM Signing the annual accounts and associated governance statements A statutory duty to obtain written authority from the Board/Chair before taking any action which he/she considered would be inconsistent with the proper performance of the Accountable Officer functions. It is incumbent on the Chief Executive, where he/she is the Accountable Officer, to combine his/her Accountable Officer responsibilities to the Scottish Parliament with his/her wider responsibilities to the Board. The Board/Chair should be fully aware of, and have regard to, the Accountable Officer responsibilities placed upon the Chief Executive, including the statutory duty described above. 6. The role of Vice-Chairs The Board may appoint up to two Vice-Chairs from among its membership. The usual term of office is the lesser of the remaining term of office of the individual Board member, or three years. Any member of the Board so appointed may at any time resign from the office of Vice- Chair by giving notice in writing to the Chair. The Board may thereupon appoint another member of the Board as Vice-Chair. 5

6 Where the Chair has died or has ceased to hold office, or where he/she has been unable to perform his/her duties as Chair owing to illness or any other cause, the Vice-Chair shall act as Chair until a new Chair is appointed or the existing Chair resumes his/her duties, as the case may be; and references to the Chair in this Scheme shall, so long as there is no Chair able to perform his/her duties, be taken to include references to the Vice-Chair. The Vice-Chair is also the person to whom Board members may take any concerns regarding the performance of the Chair. 7. The role of individual Board members Individual Board members should act in accordance with the responsibilities of the Board as a whole and comply at all times with the Code of Conduct adopted by the Library and with the rules relating to the use of public funds and to conflicts of interest. (In this context 'public funds' means not only any funds provided to the Library by the Scottish Ministers but also any other funds falling within the stewardship of the Library, including trading and investment income, gifts, bequests and donations.) General guidance on Board members' responsibilities is summarised in their appointment letters and is also provided in 'On Board: A guide for Board members of public bodies in Scotland' (2016). 8. The role of committees The Board will establish committees as it sees fit to assist with the effective execution of its responsibilities. Each committee will have a specific remit and terms of reference approved by the Board, all of which is reviewed annually or when required. The current committees are: Audit Staffing and Remuneration Governance. The current remits of each committee can be obtained from the Board Support Officer. 6

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